EXHIBIT 10.1
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT ("Amendment"), made as of November 1, 2001, by and between JDS
Uniphase Corporation, a Delaware corporation (the "Company"), with its principal
United States offices located at San Jose, California, and Xxxx Xxxxxxxxx (the
"Executive");
PREMISES
WHEREAS the Employee is a valued employee of the Company, serving in a
senior management position;
WHEREAS the Executive and the Company are parties to an Employment
Agreement dated October 29, 1998 (the "Employment Agreement"), a Change of
Control Agreement dated February 10, 2000 (the "Change of Control Agreement")
and a Transition Agreement dated July 9, 2000 (the "Transition Agreement"),
collectively referred to herein as the "Executive Agreements";
WHEREAS the Executive and the Company wish to clarify their existing
relationship; therefore:
The parties hereby amend the Agreement as follows:
1. Scope of Amendment:
This Amendment shall only serve to modify and amend those
sections and provisions of the Executive Agreements specifically
modified and amended herein, and the Executive Agreements shall
remain in full force and effect, as so modified by this
Amendment. In the event of any conflict between this Amendment
and the Executive Agreements, this Amendment shall prevail, take
precedence and govern the rights and obligations of the parties.
Except as specifically provided in this Amendment, defined terms
in the Executive Agreements shall have the same meaning for
purposes of this Amendment.
2. Period of Employment
Section 1 of the Employment Agreement is amended and restated in
its entirety to read as follows:
The Company hereby employs Employee as Executive Vice President
and Chief Operating Officer of the Company, with the duties and
responsibilities described in Section 2, for the compensation
specified in Sections 3 and 4 and for the period commencing on
July 30, 2001 and ending upon termination as provided in Section
5. Employee hereby accepts employment by the Company in such
capacity, upon the terms and conditions set forth in this
Agreement.
3. Compensation
Section 3(b) of the Employment Agreement shall be amended by: (a)
removing the words "one hundred percent (100%)" and inserting in
their place "one hundred and twenty percent (120%)"; and (b)
removing the word "50%" and inserting in its place "60%".
4. Termination
Section 5(b) of the Employment Agreement shall be amended and
restated in its entirety to read as follows:
In the event the Company terminates Employee's employment
pursuant to subsection (a) above other than for cause (as
defined below), or the Employee resigns following a
reduction in base pay and bonus when said reduction is not
in conjunction with similar reductions in base pay and
bonus with other Senior Executives or Employee is no
longer in the role of Executive Vice President and Chief
Operating Officer or at least equivalent position,
Employee shall be entitled to the following benefits:
(i) An amount, payable in one lump sum, equal to
salary for a period of two (2) years, at the Employee's
annual salary in effect upon the effective date of
termination of Employee's employment;
(ii) Accelerated vesting, for two (2) additional
years from the effective date of termination of Employee's
employment, of all outstanding stock options then held by
Employee; and
(iii) An amount, payable in one lump sum, equal to
One Hundred and Twenty Percent (120%) of Employee's annual
salary in effect upon the effective date of termination of
Employee's employment;
(iv) For a period of twenty-four (24) months
following the termination of Employee's employment
pursuant to this Agreement, the Company will: (a) during
the COBRA period, pay the cost to maintain medical
benefits under COBRA, provided that Employee will continue
to pay the amount Employee paid for medical insurance
prior to the termination of Employee's employment plus up
to 2%, provided Employee adheres to the terms of COBRA;
and (b) following the COBRA period (in the event the COBRA
period is less than twenty-four (24) months), reimburse
Employee for 100% of the cost for Employee to procure
medical benefits reasonably comparable with the Company's
then current medical benefit plan(s) LESS the amount
Employee paid for medical insurance under COBRA during the
COBRA period;
(v) $200,000 of the "Housing Assistance Loan"
described in the Terms of Offer dated February 21, 1997
will be forgiven if termination occurs during the first
five (5) years of employment at the Company and the
balance of the loan is due upon close of escrow of the
sale of the house or within one (1) year, whichever comes
first;
(vi) At Employee's option: (a) the Company shall
repurchase Employee's California house within one (1) year
of Employee's termination date, at the higher of the
original purchase price or the appraised value at the time
of termination; or (b) or Employee shall pay the balance
of the Housing Assistance Loan within one (1) year of the
termination date.
5. Term of Agreement
(a) Section 1 of the Change of Control Agreement shall be amended
by removing the words "eighteen (18) months" and inserting in
their place the words "four (4) years".
(b) Section 2 (c) of the Transition Agreement shall be amended by
removing the words "18 months" and inserting in their place the
words "four (4) years".
6. Termination Following a Change of Control
(a) Clause (ii)(2) of Section 3.a. of the Change of Control
Agreement shall be amended and restated in its entirety as
follows:
the Company shall pay the Executive as severance pay and
in lieu of any further compensation for periods subsequent
to the Termination Date, in a single payment, an amount in
cash equal to the two times the sum of (A) the Base
Amount, and the greater of (B) the Bonus Amount, or (C)
the amount equivalent to twelve (12) times the sum of 5%
of the Executive's then-current annual base salary;
(b) Clause (ii)(3) of Section 3.a. of the Change of Control
Agreement shall be amended by removing the words "twelve (12)
months" and inserting in their place the words "twenty-four (24)
months".
7. Effective Date of this Amendment:
The effective date of this Amendment shall be the date first
above written.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.
JDS Uniphase Corporation
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxxxxxxx
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Xxxxx Xxxxxx Xxxx Xxxxxxxxx
President and Chief Executive Officer
